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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 28, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to
Commission file number 1-10658

Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware75-1618004
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
Address of principal executive offices, including zip code
8000 S. Federal Way, Boise, Idaho 83716-9632
Registrant’s telephone number, including area code
(208) 368-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.10 per shareMUNasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated FilerNon-Accelerated FilerSmaller Reporting CompanyEmerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesNo
The number of outstanding shares of the registrant’s common stock as of December 12, 2024 was 1,114,171,932.




Table of Contents
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Definitions of Commonly Used Terms

As used herein, “we,” “our,” “us,” and similar terms include Micron Technology, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. All period references are to our fiscal periods unless otherwise indicated. Abbreviations, terms, or acronyms are commonly used or found in multiple locations throughout this report and include the following:
TermDefinitionTermDefinition
2026 Term Loan A
Senior Term Loan A due November 2026
2041 Notes3.366% Senior Notes due November 2041
2027 Term Loan A
Senior Term Loan A due November 2027
2051 Notes3.477% Senior Notes due November 2051
2026 Notes4.975% Senior Notes due February 2026AIArtificial intelligence
2027 Notes4.185% Senior Notes due February 2027CACChina’s Cyberspace Administration
2028 Notes
5.375% Senior Notes due April 2028
CHIPS Act
U.S. CHIPS and Science Act of 2022
2029 A Notes
5.327% Senior Notes due February 2029DDRDouble data rate DRAM
2029 B Notes6.750% Senior Notes due November 2029EUVExtreme ultraviolet lithography
2030 Notes4.663% Senior Notes due February 2030HBMHigh-bandwidth memory
2031 Notes5.300% Senior Notes due January 2031MicronMicron Technology, Inc. (Parent Company)
2032 Green Bonds2.703% Senior Notes due April 2032Revolving Credit Facility$2.5 billion Revolving Credit Facility due May 2026
2033 A Notes5.875% Senior Notes due February 2033SOFRSecured Overnight Financing Rate
2033 B Notes5.875% Senior Notes due September 2033SSDSolid state drive

We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, manufacturing, and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

Micron, Crucial, any associated logos, and all other Micron trademarks are the property of Micron. Other product names or trademarks that are not owned by Micron are for identification purposes only and may be the trademarks of their respective owners.

Available Information

Investors and others should note that we announce material financial information about our business and products through a variety of means, including our investor relations website (investors.micron.com), filings with the U.S. Securities and Exchange Commission (“SEC”), press releases, public conference calls, blog posts (micron.com/about/blog), and webcasts. We use these channels to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on such channels. Web links throughout this document are inactive textual references provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this Quarterly Report on Form 10-Q.


3 | 2025 Q1 10-Q

Forward-Looking Statements

This Form 10-Q contains trend information and other forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements may be identified by words such as "anticipate," "expect," "intend," "pledge," "committed," "plan," "opportunities," "future," "believe," "target," "on track," "estimate," "continue," "likely," "may," "will," "would," "should," "could," and variations of such words and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to, statements such as those made regarding expected production ramp of certain products; plans to invest in research and development, including the plans to implement EUV lithography; anticipated technological developments; potential change in our effective tax rate; the timing for construction and ramping of production for our facilities, including new memory manufacturing fabs in the United States; receipt, timing, and utilization of government incentives; the payment of future cash dividends; market conditions and profitability in our industry; future demand for our products; DRAM bit shipments in future periods; actions to align our NAND supply with industry demand trends; the impact of the Cyberspace Administration of China decision; capital spending in 2025; the potential impact of business, economic, political, legal and regulatory developments upon our global operations; and the sufficiency of our cash and investments. Our actual results could differ materially from our historical results and those discussed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those identified in “Part II. Other Information – Item 1A. Risk Factors.”
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

Micron Technology, Inc.
Consolidated Statements of Operations
(In millions, except per share amounts)
(Unaudited)
Three months endedNovember 28,
2024
November 30,
2023
Revenue$8,709 $4,726 
Cost of goods sold5,361 4,761 
Gross margin3,348 (35)
Research and development888 845 
Selling, general, and administrative288 263 
Other operating (income) expense, net(2)(15)
Operating income (loss)2,174 (1,128)
Interest income107 132 
Interest expense(118)(132)
Other non-operating income (expense), net(11)(27)
2,152 (1,155)
Income tax (provision) benefit(283)(73)
Equity in net income (loss) of equity method investees
1 (6)
Net income (loss)$1,870 $(1,234)
Earnings (loss) per share
Basic$1.68 $(1.12)
Diluted1.67 (1.12)
Number of shares used in per share calculations
Basic1,111 1,100 
Diluted1,122 1,100 

See accompanying notes to consolidated financial statements.
5 | 2025 Q1 10-Q

Micron Technology, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
Three months endedNovember 28,
2024
November 30,
2023
Net income (loss)$1,870 $(1,234)
Other comprehensive income (loss), net of tax
Gains (losses) on derivative instruments(85)44 
Unrealized gains (losses) on investments(2)7 
Pension liability adjustments 2 
Foreign currency translation adjustments (1)
Other comprehensive income (loss)(87)52 
Total comprehensive income (loss)$1,783 $(1,182)

See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
Consolidated Balance Sheets
(In millions, except par value amounts)
(Unaudited)
As ofNovember 28,
2024
August 29,
2024
Assets
Cash and equivalents$6,693 $7,041 
Short-term investments895 1,065 
Receivables7,423 6,615 
Inventories8,705 8,875 
Other current assets777 776 
Total current assets24,493 24,372 
Long-term marketable investments1,156 1,046 
Property, plant, and equipment41,476 39,749 
Operating lease right-of-use assets622 645 
Intangible assets419 416 
Deferred tax assets474 520 
Goodwill1,150 1,150 
Other noncurrent assets1,671 1,518 
Total assets$71,461 $69,416 
Liabilities and equity
Accounts payable and accrued expenses$7,126 $7,299 
Current debt533 431 
Other current liabilities1,356 1,518 
Total current liabilities9,015 9,248 
Long-term debt13,252 12,966 
Noncurrent operating lease liabilities588 610 
Noncurrent unearned government incentives570 550 
Other noncurrent liabilities1,239 911 
Total liabilities24,664 24,285 
Commitments and contingencies
Shareholders’ equity
Common stock, $0.10 par value, 3,000 shares authorized, 1,258 shares issued and 1,114 outstanding (1,253 shares issued and 1,109 outstanding as of August 29, 2024)
126 125 
Additional capital12,317 12,115 
Retained earnings42,427 40,877 
Treasury stock, 144 shares held (144 shares as of August 29, 2024)
(7,852)(7,852)
Accumulated other comprehensive income (loss)(221)(134)
Total equity46,797 45,131 
Total liabilities and equity$71,461 $69,416 

See accompanying notes to consolidated financial statements.
7 | 2025 Q1 10-Q

Micron Technology, Inc.
Consolidated Statements of Changes in Equity
(In millions, except per share amounts)
(Unaudited)
Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive
Income (Loss)
Total Shareholders’ Equity
Number
of Shares
Amount
Balance at August 29, 20241,253$125 $12,115 $40,877 $(7,852)$(134)$45,131 
Net income (loss)— — — 1,870 — — 1,870 
Other comprehensive income (loss), net— — — — — (87)(87)
Stock issued under equity compensation plans
71 1 — — — 2 
Stock-based compensation expense— — 220 — — — 220 
Repurchase of stock - withholdings on employee equity awards(2) (19)(188)— — (207)
Dividends and dividend equivalents declared ($0.115 per share)
— — — (132)— — (132)
Balance at November 28, 2024
1,258$126 $12,317 $42,427 $(7,852)$(221)$46,797 


Common StockAdditional CapitalRetained EarningsTreasury StockAccumulated Other Comprehensive
Income (Loss)
Total Shareholders’ Equity
Number
of Shares
Amount
Balance at August 31, 20231,239$124 $11,036 $40,824 $(7,552)$(312)$44,120 
Net income (loss)— — — (1,234)— — (1,234)
Other comprehensive income (loss), net— — — — — 52 52 
Stock issued under equity compensation plans
8 9 — — — 9 
Stock-based compensation expense— — 188 — — — 188 
Repurchase of stock - withholdings on employee equity awards(2) (16)(105)— — (121)
Dividends and dividend equivalents declared ($0.115 per share)
— — — (129)— — (129)
Balance at November 30, 20231,245$124 $11,217 $39,356 $(7,552)$(260)$42,885 

See accompanying notes to consolidated financial statements.
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Micron Technology, Inc.
Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Three months endedNovember 28,
2024
November 30,
2023
Cash flows from operating activities
Net income (loss)$1,870 $(1,234)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation expense and amortization of intangible assets2,030 1,915 
Stock-based compensation220 188 
Change in operating assets and liabilities:  
Receivables(817)(501)
Inventories170 111 
Accounts payable and accrued expenses(241)271 
Other current liabilities
(161)579 
Other173 72 
Net cash provided by operating activities3,244 1,401 
Cash flows from investing activities  
Expenditures for property, plant, and equipment(3,206)(1,796)
Purchases of available-for-sale securities(377)(199)
Proceeds from maturities and sales of available-for-sale securities
428 374 
Proceeds from government incentives65 85 
Other(58)(22)
Net cash provided by (used for) investing activities(3,148)(1,558)
Cash flows from financing activities  
Payments of dividends to shareholders(131)(129)
Repayments of debt(84)(53)
Payments on equipment purchase contracts (56)
Other(207)(114)
Net cash provided by (used for) financing activities(422)(352)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash(29)(1)
Net increase (decrease) in cash, cash equivalents, and restricted cash(355)(510)
Cash, cash equivalents, and restricted cash at beginning of period7,052 8,656 
Cash, cash equivalents, and restricted cash at end of period$6,697 $8,146 

See accompanying notes to consolidated financial statements.
9 | 2025 Q1 10-Q

Micron Technology, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All tabular amounts in millions, except per share amounts)
(Unaudited)

Significant Accounting Policies

For a discussion of our significant accounting policies, see “Part II. – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended August 29, 2024. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended August 29, 2024.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Micron Technology, Inc. and our consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended August 29, 2024.

In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein.

Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal years 2025 and 2024 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended August 29, 2024.


Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 (ASC Topic 280), Improvements to Reportable Segment Disclosures. This ASU expands on existing reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU will be effective for our annual reporting for 2025 on a retrospective basis. Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09 (ASC Topic 740), Improvements to Income Tax Disclosures. This ASU requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. This ASU will be effective for our annual reporting for 2026 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 (ASC Topic 220), Disaggregation of Income Statement Expenses. This ASU requires disclosure of certain expenses in the notes to the financial statements. This ASU will be effective for our annual reporting for 2028 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in increased disclosures in the Notes to Consolidated Financial Statements.
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Variable Interest Entities

Certain third-party special purpose entities (the "Lease SPEs") facilitate equipment lease financing transactions between us and various financial institutions. Neither we nor the financial institutions have an equity interest in the Lease SPEs, which are variable interest entities. The arrangements are financing vehicles and we do not bear any significant risks from variable interests with the Lease SPEs. We do not direct the activities of the Lease SPEs that most significantly impact their economic performance and, as such, we do not consolidate them. As of November 28, 2024, we had approximately $1.03 billion of finance lease liabilities and right-of-use assets under these arrangements.


Cash and Investments

All of our short-term investments and long-term marketable investments were classified as available-for-sale as of the dates noted below. Cash and equivalents and the fair values of our available-for-sale investments, which approximated amortized costs, were as follows:
As of November 28, 2024As of August 29, 2024
Cash and EquivalentsShort-term Investments
Long-term Marketable Investments(1)
Total Fair ValueCash and EquivalentsShort-term Investments
Long-term Marketable Investments(1)
Total Fair Value
Cash$6,249 $ $ $6,249 $6,654 $ $ $6,654 
Level 1(2)
Money market funds15   15 20   20 
Level 2(3)
Certificates of deposit354   354 316 6  322 
Corporate bonds40 666 671 1,377  771 571 1,342 
Asset-backed securities3 31 429 463  46 433 479 
Government securities26 63 56 145 35 82 42 159 
Commercial paper6 135  141 16 160  176 
6,693 $895 $1,156 $8,744 7,041 $1,065 $1,046 $9,152 
Restricted cash(4)
4 11 
Cash, cash equivalents, and restricted cash$6,697 $7,052 
(1)The maturities of long-term marketable investments primarily range from one to five years, except for asset-backed securities which are not due at a single maturity date.
(2)The fair value of Level 1 securities is measured based on quoted prices in active markets for identical assets.
(3)The fair value of Level 2 securities is measured using information obtained from pricing services, which obtain quoted market prices for similar instruments, non-binding market consensus prices that are corroborated by observable market data, or various other methodologies, to determine the appropriate value at the measurement date. We perform supplemental analysis to validate information obtained from these pricing services. No adjustments were made to the fair values indicated by such pricing information as of November 28, 2024 or August 29, 2024.
(4)Restricted cash is included in other current assets and primarily relates to certain government incentives received prior to being earned and for which restrictions lapse upon achieving certain performance conditions or which will be returned if performance conditions are not met.

Gross realized gains and losses from sales of available-for-sale securities were not significant for any period presented.

11 | 2025 Q1 10-Q

Non-marketable Equity Investments

In addition to the amounts included in the table above, we had $194 million and $190 million of non-marketable equity investments without a readily determinable fair value that were included in other noncurrent assets as of November 28, 2024 and August 29, 2024, respectively. For non-marketable investments, we recognized in other non-operating income (expense) a net loss of $31 million for the first quarter of 2024. The amount recognized for the first quarter of 2025 was not significant. Our non-marketable equity investments are recorded at fair value on a non-recurring basis and classified as Level 3.


Receivables
As ofNovember 28,
2024
August 29,
2024
Trade receivables$6,250 $5,419 
Government incentives
809 834 
Income and other taxes292 268 
Other72 94 
$7,423 $6,615 


Inventories
As ofNovember 28,
2024
August 29,
2024
Finished goods$1,211 $1,308 
Work in process6,689 6,774 
Raw materials and supplies805 793 
$8,705 $8,875 


Property, Plant, and Equipment
As ofNovember 28,
2024
August 29,
2024
Land$352 $284 
Buildings20,393 20,141 
Equipment(1)
72,973 70,813 
Construction in progress(2)
4,322 3,444 
Software1,486 1,365 
 99,526 96,047 
Accumulated depreciation(58,050)(56,298)
 $41,476 $39,749 
(1)Includes costs related to equipment not placed into service of $3.09 billion as of November 28, 2024 and $3.10 billion as of August 29, 2024.
(2)Primarily includes building-related construction and tool installation.


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Leases

The components of lease cost are presented below:
Three months endedNovember 28, 2024November 30, 2023
Finance lease cost
Amortization of right-of-use asset$62 $32 
Interest on lease liability24 6 
Operating lease cost(1)
38 33 
$124 $71 
(1)Operating lease cost includes short-term and variable lease expenses, which were not material for the periods presented.

Supplemental cash flow information related to leases was as follows:
Three months endedNovember 28, 2024November 30, 2023
Cash flows used for operating activities
Finance leases
$20 $6 
Operating leases
36 33 
Cash flows used for financing activities – Finance leases58 27 
Noncash acquisitions of right-of-use assets
Finance leases505 217 
Operating leases
  

Supplemental balance sheet information related to leases was as follows:
As ofNovember 28,
2024
August 29,
2024
Finance lease right-of-use assets (included in property, plant, and equipment)
$2,481 $2,038 
Current operating lease liabilities (included in accounts payable and accrued expenses)70 71 
Weighted-average remaining lease term (in years)
Finance leases
78
Operating leases
1010
Weighted-average discount rate
Finance leases
5.06 %4.91 %
Operating leases
3.49 %3.42 %

13 | 2025 Q1 10-Q

As of November 28, 2024, maturities of lease liabilities by fiscal year were as follows:
Finance LeasesOperating Leases
Remainder of 2025$393 $69 
2026505 84 
2027490 86 
2028472 81 
2029383 76 
2030 and thereafter601 394 
Less imputed interest
(365)(132)
$2,479 $658 

The table above excludes obligations for leases that have been executed but have not yet commenced. As of November 28, 2024, excluded obligations consisted of $901 million of finance lease obligations over a weighted-average period of 14 years for gas supply arrangements deemed to contain embedded leases and equipment leases. We will recognize right-of-use assets and associated lease liabilities at the time such assets become available for our use.


Intangible Assets
As of November 28, 2024As of August 29, 2024
Gross
Amount
Accumulated
Amortization
Net Carrying AmountGross
Amount
Accumulated
Amortization
Net Carrying Amount
Product and process technology$700 $(292)$408 $683 $(278)$405 
Other
11  11 11  11 
$711 $(292)$419 $694 $(278)$416 

In the first quarters of 2025 and 2024, we capitalized $21 million and $22 million, respectively, for product and process technology with weighted-average useful lives of 10 years and 9 years, respectively. Amortization expense was $18 million and $20 million for the first three months of 2025 and 2024, respectively. Expected amortization expense is $52 million for the remainder of 2025, $59 million for 2026, $54 million for 2027, $52 million for 2028, and $44 million for 2029.


Accounts Payable and Accrued Expenses
As ofNovember 28,
2024
August 29,
2024
Accounts payable$2,520 $2,726 
Property, plant, and equipment2,924 2,925 
Salaries, wages, and benefits1,054 1,117 
Income and other taxes247 218 
Other381 313 
$7,126 $7,299 


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Debt
As of November 28, 2024As of August 29, 2024
Net Carrying AmountNet Carrying Amount
Stated RateEffective RateCurrentLong-TermTotalCurrentLong-TermTotal
2026 Term Loan A6.160 %6.29 %$49 $859 $908 $49 $872 $921 
2027 Term Loan A6.285 %6.42 %57 992 1,049 57 1,006 1,063 
2026 Notes
4.975 %5.07 % 499 499  499 499 
2027 Notes(1)
4.185 %4.27 % 827 827  838 838 
2028 Notes5.375 %5.52 % 597 597  597 597 
2029 A Notes5.327 %5.40 % 698 698  698 698 
2029 B Notes6.750 %6.54 % 1,261 1,261  1,261 1,261 
2030 Notes
4.663 %4.73 % 847 847  847 847 
2031 Notes
5.300 %5.41 % 994 994  994 994 
2032 Green Bonds2.703 %2.77 % 996 996  996 996 
2033 A Notes5.875 %5.96 % 746 746  745 745 
2033 B Notes5.875 %6.01 % 891 891  891 891 
2041 Notes3.366 %3.41 % 497 497  497 497 
2051 Notes3.477 %3.52 % 496 496  496 496 
Finance lease obligations
N/A5.06 %427 2,052 2,479 325 1,729 2,054 
 
$533 $13,252 $13,785 $431 $12,966 $13,397 
(1) In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%. The fixed-to-floating interest rate swaps are accounted for as fair value hedges, and as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

Revolving Credit Facility

As of November 28, 2024, no amounts were outstanding under the Revolving Credit Facility and $2.50 billion was available to us. Under the Revolving Credit Facility, borrowings would generally bear interest at a rate equal to adjusted term SOFR plus 1.00% to 1.75%, depending on our corporate credit ratings. Adjusted term SOFR for the Revolving Credit Facility agreement is the SOFR benchmark plus a credit spread adjustment ranging from approximately 0.11% to 0.43% depending on the applicable interest period selected. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid without penalty.

Maturities of Notes Payable and Term Loans

As of November 28, 2024, maturities of notes payable and term loans by fiscal year were as follows:
Remainder of 2025$80 
2026607 
20271,780 
20281,493 
2029700 
2030 and thereafter6,750 
Unamortized issuance costs, discounts, and premium, net(33)
Hedge accounting fair value adjustment(71)
$11,306 


15 | 2025 Q1 10-Q

Contingencies

We are currently a party to legal actions other than those described below arising from the normal course of business, none of which are expected to have a material adverse effect on our business, results of operations, or financial condition.

Patent Matters

As is typical in the semiconductor and other high-tech industries, from time to time, others have asserted, and may in the future assert, that our products or manufacturing processes infringe upon their intellectual property rights. A description of certain claims is below.

On April 28, 2021, Netlist, Inc. (“Netlist”) filed two patent infringement actions against Micron, Micron Semiconductor Products, Inc. (“MSP”), and Micron Technology Texas, LLC (“MTEC”) in the U.S. District Court for the Western District of Texas. The first complaint alleges that one U.S. patent is infringed by certain of our non-volatile dual in-line memory modules. The second complaint alleges that three U.S. patents are infringed by certain of our load-reduced dual in-line memory modules (“LRDIMMs”). Each complaint seeks injunctive relief, damages, attorneys’ fees, and costs. On March 31, 2022, Netlist filed a patent infringement complaint against Micron and Micron Semiconductor Germany, GmbH in Dusseldorf Regional Court alleging that two German patents are infringed by certain of our LRDIMMs. The complaint seeks damages, costs, and injunctive relief. In rulings issued on March 7, 2024 and November 7, 2024, the Federal Patent Court in Germany declared both patents invalid.

On June 10, 2022, Netlist filed a patent infringement complaint against Micron, MSP, and MTEC in the U.S. District Court for the Eastern District of Texas (“E.D. Tex.”) alleging that six U.S. patents are infringed by certain of our memory modules and HBM products. On August 1, 2022, Netlist filed a second patent infringement complaint against the same defendants in E.D. Tex. alleging that one U.S. patent is infringed by certain of our LRDIMMs. On August 15, 2022, Netlist amended the second complaint to assert that two additional U.S. patents are infringed by certain of our LRDIMMs. The complaints in E.D. Tex. seek injunctive relief, damages, and attorneys’ fees. On May 23, 2024, following a four-day trial regarding the second complaint filed by Netlist in the E.D. Tex., a jury rendered a verdict that Micron’s memory modules infringe two asserted patents — U.S. Patent No. 7,619,912 (“the ‘912 patent”) and U.S. Patent No. 11,093,417 (“the ‘417 patent”) — and found that Micron should pay $425 million for infringement of the ‘912 patent and $20 million for infringement of the ‘417 patent. Micron expects to appeal the verdict. On April 17, 2024, the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office (“USPTO”) issued a final written decision (“FWD”) finding unpatentable the sole asserted claim of the ‘912 patent. On September 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘912 patent is invalid to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”). On July 30, 2024, the USPTO issued a FWD finding unpatentable all asserted claims of the ‘417 patent. On December 10, 2024, Netlist filed a notice that it will appeal the ruling that the ‘417 patent is invalid to the Federal Circuit. In the case of each of the ‘912 and ‘417 patents, if the United States Court of Appeals for the Federal Circuit affirms the FWD, then the affirmed FWD will preclude any pending actions asserting infringement of such patent (including any infringement verdict that is subject to an ongoing appeal).

On January 23, 2023, Besang Inc. filed a patent infringement complaint against Micron in the U.S. District Court for the E.D. Tex. The complaint alleges that one U.S. patent is infringed by certain of our 3D NAND and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

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On November 9, 2023, Yangtze Memory Technologies Company, Ltd. (“YMTC”) filed a patent infringement complaint against Micron and one of its subsidiaries in the U.S. District Court for the Northern District of California (“N.D. Cal.”). The complaint alleges that eight U.S. patents are infringed by certain of our 3D NAND products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On January 22, 2024, Micron Semiconductor (Shanghai) Co., Ltd. (“MSS”) was served with three patent infringement complaints filed by YMTC in Beijing Intellectual Property Court and on February 27, 2024, Micron Technology, Inc. (“MTI”) was served with the same complaints. The complaints assert that MTI and MSS infringed three Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On July 12, 2024, YMTC filed a second complaint against the Company and its subsidiary in N.D. Cal. The second complaint alleges that eleven U.S. patents are infringed by certain of our 3D NAND and DDR5 DRAM products. The complaint seeks an injunction, damages, attorneys’ fees, and costs. On September 11, 2024, MSS was served with five patent infringement complaints filed by YMTC in Shanghai Intellectual Property Court. The complaints assert that MTI and MSS infringed five Chinese patents owned by YMTC by importing, selling, offering for sale, and assisting others to sell certain 3D NAND products and SSDs in China. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

On October 16, 2024, Palisade Technologies, LLP filed a patent infringement lawsuit against Micron and MSP in the U.S. District Court for the W.D. Tex. The complaint alleges that five U.S. patents are infringed by certain of our DRAM, NAND, 3D NAND, and SSD products. The complaint seeks an injunction, damages, attorneys’ fees, and costs.

The above lawsuits pertain to substantially all of our DRAM, NAND, and other memory and storage products we manufacture, which account for substantially all of our revenue.

Antitrust Matters

On May 15, 2018, the Chinese State Administration for Market Regulation (“SAMR”) notified Micron that it was investigating potential collusion and other anticompetitive conduct by DRAM suppliers in China. On May 31, 2018, SAMR made unannounced visits to our sales offices in Beijing, Shanghai, and Shenzhen to seek certain information as part of its investigation. We are cooperating with SAMR in its investigation.

Other Matters

In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations, or financial condition.

Contingency Assessment

We are unable to predict the outcome of any of the matters noted above and cannot make a reasonable estimate of the potential loss or range of possible losses. A determination that our products or manufacturing processes infringe the intellectual property rights of others or entering into a license agreement covering such intellectual property could result in significant liability and/or require us to make material changes to our products and/or manufacturing processes. Any of the foregoing, as well as the resolution of any other legal matter noted above, could have a material adverse effect on our business, results of operations, or financial condition.


Equity

Common Stock Repurchases

Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us
17 | 2025 Q1 10-Q

to acquire any common stock, and is subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – CHIPS Act Funding Agreements.” No shares were repurchased in the first quarter of 2025. Through November 28, 2024, we had repurchased an aggregate of $7.19 billion under the authorization. Amounts repurchased are included in treasury stock.

Dividends

In the first quarter of 2025, we declared and paid dividends of $0.115 per share. On December 18, 2024, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on January 15, 2025, to shareholders of record as of the close of business on December 30, 2024.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the three months ended November 28, 2024 were as follows:
Gains (Losses) on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsPension Liability AdjustmentsCumulative Foreign Currency Translation AdjustmentTotal
As of August 29, 2024$(162)$(8)$39 $(3)$(134)
Other comprehensive income (loss) before reclassifications
(137)(2)  (139)
Amount reclassified out of accumulated other comprehensive income (loss)
40 (1)  39 
Tax effects
12 1   13 
Other comprehensive income (loss)(85)(2)  (87)
As of November 28, 2024$(247)$(10)$39 $(3)$(221)


Fair Value Measurements

The estimated fair values and carrying values of our outstanding debt instruments were as follows:
As of November 28, 2024As of August 29, 2024
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value
Notes payable and term loans
$11,178 $11,306 $11,316 $11,343 

The fair values of our debt instruments were estimated based on Level 2 inputs, including the trading price of our notes when available, discounted cash flows, and interest rates based on similar debt issued by parties with credit ratings similar to ours.


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Derivative Instruments
Notional or Contractual Amount
Fair Value(1) of
Assets(2)
Liabilities(3)
As of November 28, 2024
Derivative instruments with hedge accounting designation
Cash flow currency hedges
$3,676 $1 $(120)
Cash flow commodity hedges492 9 (18)
Fair value currency hedges
2,260 7 (8)
Fair value interest rate hedges900  (72)
Derivative instruments without hedge accounting designation
Non-designated currency hedges
2,921 6 (25)
$23 $(243)
As of August 29, 2024
Derivative instruments with hedge accounting designation
Cash flow currency hedges
$3,724 $57 $(71)
Cash flow commodity hedges471 20 (7)
Fair value currency hedges2,511  (41)
Fair value interest rate hedges900  (60)
Derivative instruments without hedge accounting designation
Non-designated currency hedges
2,393 18 (3)
$95 $(182)
(1)Forward and swap contracts are measured at fair value based on market-based observable inputs including market spot and forward rates, interest rates, and credit-risk spreads (Level 2).
(2)Included in receivables and other noncurrent assets.
(3)Included in accounts payable and accrued expenses and other noncurrent liabilities.

Derivative Instruments with Hedge Accounting Designation

Cash Flow Hedges: We utilize forward and swap contracts that generally mature within two years designated as cash flow hedges to minimize our exposure to changes in currency exchange rates or commodity prices for certain capital expenditures and manufacturing costs.

The effects of cash flow hedging activities were as follows:
Three months endedNovember 28, 2024November 30, 2023
Gain (loss) from cash flow hedges in accumulated other comprehensive income (loss)$(133)$2 
Gain (loss) excluded from effectiveness testing in cost of goods sold(29)(36)
Gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings, primarily to cost of goods sold(40)(44)

As of November 28, 2024, we expect to reclassify $116 million of pre-tax losses related to cash flow hedges from accumulated other comprehensive income (loss) into earnings in the next 12 months.

19 | 2025 Q1 10-Q

Fair Value Hedges: We utilize currency forward contracts that generally mature within one year designated as fair value hedges to minimize our exposure to changes in currency exchange rates for non-U.S.-dollar-denominated cash and investments in debt securities. The fair value of our hedged cash and investments in debt securities was $2.26 billion as of November 28, 2024. The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the underlying fair values of the hedged items are both recognized in earnings.

We recognized gains of $96 million for changes in the fair values of our fair value currency hedges and offsetting losses of $97 million for changes in the underlying fair values of the hedged items in other non-operating income (expense) for the first quarter of 2025. The effects of the fair value currency hedges and the hedged items were not significant for the first quarter of 2024.

We also utilize fixed-to-floating interest rate swaps designated as fair value hedges to minimize certain exposures to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates. The effects of fair value hedges on our consolidated statements of operations, recognized in interest expense, were not significant for the periods presented.

Derivative Instruments without Hedge Accounting Designation

Currency Derivatives: We generally utilize a rolling hedge strategy with currency forward contracts that mature within three months to hedge our exposures of monetary assets and liabilities from changes in currency exchange rates. At the end of each reporting period, monetary assets and liabilities denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars and the associated outstanding forward contracts are marked to market. Realized and unrealized gains and losses on derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating income (expense), net.

We recognized losses of $56 million for derivative instruments without hedge accounting designation for the first quarter of 2025. The amounts recognized for the first quarter of 2024 were not significant. We do not use derivative instruments for speculative purposes.


Equity Compensation Plans

As of November 28, 2024, 50 million shares of our common stock were available for future awards under our equity compensation plans, including 11 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)

Restricted Stock Awards activity is summarized as follows:

Three months endedNovember 28, 2024November 30, 2023
Restricted stock award shares granted1012
Weighted-average grant-date fair value per share$100.95 $67.36 

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Stock-based Compensation Expense

Stock-based compensation expense recognized in our statements of operations is presented below. Stock-based compensation expense of $101 million and $99 million was capitalized and remained in inventory as of November 28, 2024 and August 29, 2024, respectively.

Three months endedNovember 28, 2024November 30, 2023
Stock-based compensation expense by caption
Cost of goods sold$90 $67 
Research and development77 68 
Selling, general, and administrative50 47 
$217 $182 
Stock-based compensation expense by type of award
Restricted stock awards$192 $163 
ESPP25 19 
$217 $182 

As of November 28, 2024, $2.14 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the first quarter of 2029, resulting in a weighted-average period of 1.4 years.

21 | 2025 Q1 10-Q

Revenue and Customer Contract Liabilities

Revenue by Technology

Three months endedNovember 28, 2024November 30, 2023
DRAM$6,400 $3,427 
NAND2,241 1,230 
Other (primarily NOR)
68 69 
$8,709 $4,726 

See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Segment and Other Information” for disclosure of disaggregated revenue by market segment.

Revenue is primarily recognized at a point in time when control of the promised goods is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. Substantially all contracts with our customers are short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. From time to time, we have contracts with initial terms that include performance obligations that extend beyond one year. As of November 28, 2024, our future performance obligations beyond one year were $141 million, which included customer prepayments and other contract liabilities.

As of November 28, 2024 and August 29, 2024, customer prepayments made to secure product supply in future periods and other contract liabilities were $614 million and $907 million, respectively, of which $473 million and $766 million were reported in other current liabilities, respectively. The remainder of the customer prepayments and other contract liabilities were in other noncurrent liabilities. Revenue recognized during the first three months of 2025 from the beginning balance as of August 29, 2024 included $301 million from shipments against customer prepayments and other contract liabilities.

As of November 28, 2024 and August 29, 2024, other current liabilities included $858 million and $718 million, respectively, for estimates of consideration payable to customers including estimates for pricing adjustments and returns.


Income Taxes

Our income tax (provision) benefit consisted of the following:
Three months endedNovember 28, 2024November 30, 2023
Income (loss) before taxes
$2,152 $(1,155)
Income tax (provision) benefit(283)(73)
Effective tax rate
13.2 %(6.3)%

For the first quarter of 2024, our tax expense was based on actual results for jurisdictions where small changes in our projected pre-tax income would have caused significant changes in the estimated annual effective tax rate. Beginning in the second quarter of 2024, we were able to estimate a more reliable annual effective tax rate and reverted to a global annual effective tax rate method for all jurisdictions.

The change in our effective tax rate for the first quarter of 2025 as compared to the first quarter of 2024 was primarily due to changes in profitability and the calculation of our tax expense using actual results in the first quarter of 2024.

We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in
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part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements reduced our tax provision by $212 million (benefiting our diluted earnings per share by $0.19) for the first quarter of 2025. As a result of a loss before taxes and geographic mix of income, the benefit from tax incentive arrangements was not material for the first quarter 2024.


Earnings Per Share
Three months endedNovember 28, 2024November 30, 2023
Net income (loss) – Basic and Diluted$1,870 $(1,234)
Weighted-average common shares outstanding – Basic1,111 1,100 
Dilutive effect of equity compensation plans
11  
Weighted-average common shares outstanding – Diluted1,122 1,100 
Earnings (loss) per share
Basic$1.68 $(1.12)
Diluted1.67 (1.12)

Antidilutive potential common shares excluded from the computation of diluted earnings per share, that could dilute basic earnings per share in the future, were 2 million for the first quarter of 2025 and 35 million for the first quarter of 2024.


Segment and Other Information

Segment information reported herein is consistent with how it is reviewed and evaluated by our chief operating decision maker. We have the following four business units, which are our reportable segments:

Compute and Networking Business Unit (“CNBU”): Includes memory products and solutions sold into the data center, PC, graphics, and networking markets.
Storage Business Unit (“SBU”): Includes SSDs and component-level storage solutions sold into the data center, PC, and consumer markets.
Mobile Business Unit (“MBU”): Includes memory and storage products sold into the smartphone and other mobile-device markets.
Embedded Business Unit (“EBU”): Includes memory and storage products and solutions sold into the intelligent edge through the automotive, industrial, and consumer embedded markets.

Certain operating expenses directly associated with the activities of a specific segment are charged to that segment. Other indirect operating income and expenses are generally allocated to segments based on their respective percentage of cost of goods sold or forecasted wafer production. We do not identify or report internally our assets (other than goodwill) or capital expenditures by segment, nor do we allocate gains and losses from equity method investments, interest, other non-operating income or expense items, or taxes to segments.

23 | 2025 Q1 10-Q

Three months endedNovember 28, 2024November 30, 2023
Revenue
CNBU$4,395 $1,737 
SBU1,731 653 
MBU1,527 1,293 
EBU1,052 1,037 
All Other4 6 
Total revenue
$8,709 $4,726 
Operating income (loss)
CNBU$1,711 $(397)
SBU347 (490)
MBU327 (687)
EBU11 10 
All Other(2)4 
2,394 (1,560)
Unallocated
Stock-based compensation
(217)(182)
Lower costs from sale of inventory written down in prior periods 605 
Other(3)9 
(220)432 
Total operating income (loss)
$2,174 $(1,128)


Certain Concentrations

Revenue by market segment as a percent of total revenue, rounded to the nearest 5%, is presented in the table below:
Three months endedNovember 28, 2024November 30, 2023
Data center and networking
55 %20 %
Mobile
20 %25 %
PC, graphics, and other
15 %30 %
Intelligent edge – automotive, industrial, and consumer embedded
10 %20 %
Percentages of total revenue may not total 100% due to rounding.

Revenue from one customer was 13% (primarily included in the CNBU segment) of total revenue for the first three months of 2025. No customer accounted for 10% or more of total revenue in the first three months of 2024.


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CHIPS Act Funding Agreements

On December 9, 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho and two planned fabs in Clay, New York. On December 9, 2024, we also signed a non-binding preliminary memorandum of terms for up to $275 million in direct funding for our fab in Manassas, Virginia.

Funding will be based on the achievement of construction, tool installation, and wafer production milestones. We retain discretion with respect to capacity and production volume ramp of each project. The agreements contain representations, warranties, and covenants that relate to compliance with requirements for awards provided for in the CHIPS Act. In addition, the agreements include certain events of default and related rights and remedies, including clawbacks related to the failure to complete a project by an agreed upon completion date, violation of CHIPS Act restrictions on certain activities involving foreign countries and entities of concern, and impermissible use or disposition of a project.

We are permitted to make customary and ordinary course recurring dividends (and reasonable ordinary course increases thereof) consistent with our past practice. There are restrictions on our payment of special and one-time dividends during the five-year period following the award date of December 9, 2024. Share repurchases are permitted during the first two years of such five-year period up to amounts specified in the funding agreements to help offset the dilutive effects of employee stock compensation or as otherwise permitted by the U.S. Department of Commerce. Share repurchases are not restricted during the final three years of such five-year period if certain financial and other conditions are satisfied.

We may be required to pay upside sharing amounts for a period of up to ten years following the first year in which the cumulative cash flow from a project is positive, if cumulative cash flows from the project exceed a threshold level that is at a significant premium to the baseline projection. The upside sharing amount would equal a modest sharing percentage of the excess cash flows above the threshold level, but not to exceed 75% of award disbursements for a project, after considering any clawbacks or other repayments.



25 | 2025 Q1 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended August 29, 2024. All period references are to our fiscal periods unless otherwise indicated. Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2025 and 2024 each contain 52 weeks. All tabular dollar amounts are in millions, except per share amounts.

Overview

We are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all. With a relentless focus on our customers, technology leadership, manufacturing, and operational excellence, Micron delivers a rich portfolio of high-performance DRAM, NAND, and NOR memory and storage products through our Micron® and Crucial® brands. Every day, the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.

We manufacture our products at wholly-owned facilities and also utilize subcontractors for certain manufacturing processes. Our global network of manufacturing centers of excellence not only allows us to benefit from scale while streamlining processes and operations, but it also brings together some of the world’s brightest talent to work on the most advanced memory technology. Centers of excellence bring expertise together in one location, providing an efficient support structure for end-to-end manufacturing, with quicker cycle times, in partnership with teams such as research and development (“R&D”), product development, human resources, procurement, and supply chain. For our locations in Singapore and Taiwan, this is also a combination of bringing fabrication and back-end manufacturing together. We make significant investments to develop proprietary product and process technology, which generally increases bit density per wafer and reduces per-bit manufacturing costs of each generation of product. We continue to introduce new generations of products that offer improved performance characteristics, including higher data transfer rates, advanced packaging solutions, lower power consumption, improved read/write reliability, and increased memory density.

We face intense competition in the semiconductor memory and storage markets. To remain competitive we must continuously develop and implement new products and technologies and decrease manufacturing costs in spite of inflationary pressures. Our success is largely dependent on obtaining returns on our R&D investments, efficient utilization of our manufacturing infrastructure, development and integration of advanced product and process technologies, market acceptance of our diversified portfolio of semiconductor-based memory and storage solutions, and efficient capital spending.

Product Technologies

Our product portfolio of memory and storage solutions, advanced solutions, and storage platforms is based on our high-performance semiconductor memory and storage technologies, including DRAM, NAND, and NOR. We sell our products through our business units into various markets in numerous forms, including: components, modules, SSDs, managed NAND, multi-chip packages, and wafers. Many of our system-level solutions combine NAND, a controller, firmware, and in some cases DRAM.

DRAM: DRAM products are dynamic random access memory semiconductor devices with low latency that provide high-speed data retrieval with a variety of performance characteristics. DRAM products lose content when power is turned off (“volatile”) and are most commonly used in the data center, client PC, graphics, industrial, and automotive markets.

NAND: NAND products are non-volatile, re-writeable semiconductor storage devices that provide high-capacity, low-cost storage with a variety of performance characteristics. NAND is used in SSDs for the data center, client PC, consumer, and automotive markets and in removable storage markets. Managed NAND is used in smartphones and other mobile devices, and in consumer, automotive, and embedded markets. Low-density NAND is ideal for applications like automotive, surveillance, machine-to-machine, automation, printer, and home networking.

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NOR: NOR products are non-volatile, re-writable semiconductor memory devices that provide fast read speeds. NOR is most commonly used for reliable code storage (e.g., boot, application, operating system, and execute-in-place code in an embedded system) and for frequently changing small data storage and is ideal for automotive, industrial, and consumer applications.

Industry Conditions

Throughout 2024 and the first quarter of 2025, we experienced substantial improvements in pricing and margins for DRAM. Increasing demand growth, driven in part by deployment of AI and mostly normal customer inventories, combined with industry-wide supply discipline, resulted in a substantially improved industry supply and demand balance. Leading edge DRAM demand remains tight, driven by HBM supply ramp in the industry. In the PC, smartphone, and consumer markets, our bit shipments are expected to be weaker until inventories in these markets reach healthier levels expected in the spring. In line with prior plans, we shifted our supply to meet the strong demand in data center DRAM resulting in a portfolio mix weighted more towards high growth and less seasonal segments.

We also experienced substantial improvements in pricing and margins for NAND throughout 2024. In the first quarter of 2025, after several quarters of very robust revenue, NAND shipments and prices decreased as customers worked to reduce inventories to align with demand in their end markets. As NAND technology node transitions provide increases in bit output, the pace of technology transitions will need to slow to align supply to industry demand. We are taking prompt and decisive action to align our NAND supply with industry demand trends, including reducing NAND wafer starts and NAND capital expenditures.

Recent Developments

In December 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Idaho and two planned fabs in New York, as well as a non-binding preliminary memorandum of terms for up to $275 million in direct funding for our fab in Virginia. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – CHIPS Act Funding Agreements.”

27 | 2025 Q1 10-Q

Results of Operations

Consolidated Results

First QuarterFourth QuarterFirst Quarter
202520242024
Revenue$8,709 100 %$7,750 100 %$4,726 100 %
Cost of goods sold5,361 62 %5,013 65 %4,761 101 %
Gross margin3,348 38 %2,737 35 %(35)(1)%
Research and development888 10 %903 12 %845 18 %
Selling, general, and administrative288 %295 %263 %
Other operating (income) expense, net
(2)— %17 — %(15)— %
Operating income (loss)2,174 25 %1,522 20 %(1,128)(24)%
Interest income (expense), net(11)— %(5)— %— — %
Other non-operating income (expense), net
(11)— %(7)— %(27)(1)%
Income tax (provision) benefit
(283)(3)%(623)(8)%(73)(2)%
Equity in net income (loss) of equity method investees
— %— — %(6)— %
Net income (loss)$1,870 21 %$887 11 %$(1,234)(26)%

Total Revenue: Total revenue for first quarter of 2025 and 2024 was impacted by the factors described in the section titled “Industry Conditions” above.

Total revenue for the first quarter of 2025 increased 12% as compared to the fourth quarter of 2024 primarily due to increases in sales of DRAM products, partially offset by decreases in sales of NAND products.

Sales of DRAM products increased 20% primarily due to a low-double-digit percent range increase in bit shipments driven by demand in data center markets and a high-single-digit percent range increase in average selling prices.
Sales of NAND products decreased 5% primarily due to a low-single-digit percent range decrease in bit shipments and a low-single-digit percent range decrease in average selling prices.

Total revenue for the first quarter of 2025 increased 84% as compared to the first quarter of 2024 primarily due to increases in sales of both DRAM and NAND products.

Sales of DRAM products increased 87% primarily due to a high-70% range increase in average selling prices and increases in bit shipments in the mid-single-digit percent range.
Sales of NAND products increased 82% primarily due to a high-60% range increase in average selling prices and an approximate 10% increase in bit shipments.

Consolidated Gross Margin: Our consolidated gross margin has been impacted by the factors described in the section titled “Industry Conditions” above. Our consolidated gross margin percentage improved to 38% for the first quarter of 2025 from 35% for the fourth quarter of 2024, primarily due to improvements in margins for both DRAM and NAND products, as well as an increase in the share of revenue from DRAM. DRAM margins improved due to increases in average selling prices and a mix shift to high value HBM and DDR5 products. NAND margins improved primarily due to manufacturing cost reductions. Our consolidated gross margin percentage improved to 38% for the first quarter of 2025 from negative 1% for the first quarter of 2024 primarily due to increases in average selling prices and manufacturing cost reductions for both DRAM and NAND. Our consolidated gross margin for the first quarter of 2024 reflected $605 million of benefit due to lower costs from the sale of inventories written down to their net realizable value in 2023.


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Revenue by Business Unit

First QuarterFourth QuarterFirst Quarter
202520242024
CNBU$4,395 50 %$3,018 39 %$1,737 37 %
SBU1,731 20 %1,681 22 %653 14 %
MBU1,527 18 %1,875 24 %1,293 27 %
EBU1,052 12 %1,172 15 %1,037 22 %
All Other— %— %— %
 $8,709 $7,750 $4,726 
Percentages of total revenue may not total 100% due to rounding.

Changes in revenue for each business unit for first quarter of 2025 as compared to the fourth quarter of 2024 were as follows:

CNBU revenue increased 46% primarily due to increases in bit shipments and average selling prices driven by cloud server DRAM demand, including HBM.
SBU revenue increased 3% primarily due to increases in bit shipments driven by demand in the data center SSD end market.
MBU revenue decreased 19% primarily due to decreases in bit shipments as output was shifted to higher demand data center markets, and declines in average selling prices for both mobile DRAM and NAND.
EBU revenue decreased 10% primarily due to decreases in bit shipments for both DRAM and NAND, as auto, industrial, and consumer customers managed inventories lower, and decreases in average selling prices for NAND.

Changes in revenue for each business unit for first quarter of 2025 as compared to the first quarter of 2024 were as follows:

CNBU revenue increased 153% primarily due to increases in average selling prices and increases in bit shipments driven by improved demand, particularly in cloud server markets, including HBM.
SBU revenue increased 165% primarily due to increases in average selling prices and bit shipments for NAND.
MBU revenue increased 18% primarily due to increases in average selling prices for both DRAM and NAND, partially offset by decreases in bit shipments.
EBU revenue increased 1% primarily due to increases in bit shipments, partially offset by declines in average selling prices.

Operating Income (Loss) by Business Unit

First QuarterFourth QuarterFirst Quarter
202520242024
CNBU$1,711 39 %$907 30 %$(397)(23)%
SBU347 20 %269 16 %(490)(75)%
MBU327 21 %509 27 %(687)(53)%
EBU11 %66 %10 %
All Other(2)(50)%(6)(150)%67 %
 $2,394 $1,745 $(1,560)
Percentages reflect operating income (loss) as a percentage of revenue for each business unit.

Changes in operating income or loss for each business unit for the first quarter of 2025 as compared to the fourth quarter of 2024 were as follows:

CNBU operating income increased primarily due to higher bit shipments and increases in average selling prices.
29 | 2025 Q1 10-Q

SBU operating income increased primarily due to higher bit shipments and manufacturing cost reductions.
MBU operating income decreased primarily due to lower bit shipments and declines in average selling prices.
EBU operating income decreased primarily due to lower bit shipments, declines in NAND average selling prices, and higher costs.
Changes in operating income or loss for each business unit for the first quarter of 2025 as compared to the first quarter of 2024 were as follows:

CNBU operating income (loss) improved primarily due to increases in average selling prices and higher bit shipments.
SBU operating income (loss) improved primarily due to increases in average selling prices, higher bit shipments, and manufacturing cost reductions.
MBU operating income (loss) improved primarily due to increases in average selling prices and manufacturing cost reductions, partially offset by lower bit shipments.
EBU operating income was relatively unchanged as higher bit shipments and manufacturing cost reductions were offset by declines in average selling prices.


Operating Expenses and Other

Research and Development: R&D expenses vary primarily with the number of development and pre-qualification wafers processed, the cost of advanced equipment dedicated to new product and process development, and personnel costs. Because of the lead times necessary to manufacture our products, we typically begin to process wafers before completion of performance and reliability testing. Development of a product is deemed complete when it is qualified through internal reviews and tests for performance and reliability. R&D expenses can vary significantly depending on the timing of product qualification.

R&D expenses for the first quarter of 2025 were relatively unchanged as compared to the fourth quarter of 2024. R&D expenses for the first quarter of 2025 increased 5% as compared to the first quarter of 2024 primarily due to an increase in employee compensation, partially offset by lower volumes of development and prequalification wafers.

Selling, General, and Administrative: SG&A expenses for the first quarter of 2025 were relatively unchanged as compared to the fourth quarter of 2024. SG&A expenses for the first quarter of 2025 increased 10% as compared to the first quarter of 2024 primarily due to an increase in employee compensation.

Income Taxes: Our income tax (provision) benefit consisted of the following:
First QuarterFourth QuarterFirst Quarter
202520242024
Income (loss) before taxes$2,152 $1,510 $(1,155)
Income tax (provision) benefit(283)(623)(73)
Effective tax rate13.2 %41.3 %(6.3)%

In the first quarter of 2024, our tax expense was based on actual results for jurisdictions where small changes in our projected pre-tax income would have caused significant changes in the estimated annual effective tax rate. Beginning in the second quarter of 2024, we were able to estimate a more reliable annual effective tax rate and reverted to a global annual effective tax rate method for all jurisdictions.

The change in our effective tax rate for the first quarter of 2025 as compared to the fourth quarter of 2024 was primarily due to changes in profitability. The change in our effective tax rate for the first quarter of 2025 as compared to the first quarter of 2024 was primarily due to changes in profitability and the calculation of our tax expense using actual results in the first quarter of 2024.

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We operate in a number of jurisdictions outside the United States, including Singapore, where we have tax incentive arrangements. These incentives expire, in whole or in part, at various dates through 2034 and are conditional, in part, upon meeting certain business operations and employment thresholds. The effect of tax incentive arrangements reduced our tax provision by $212 million (benefiting our diluted earnings per share by $0.19) for the first quarter of 2025. As a result of the low levels of profitability and jurisdictional mix of income, the benefit from tax incentive arrangements was not material for the periods presented for 2024.

Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project, including Pillar Two Model Rules (“Pillar Two”), undertaken by the Organisation for Economic Co-operation and Development (“OECD”). Nearly all European Union member states have enacted the Pillar Two legislation, which will be effective for us in 2025. We do not expect these enacted laws to materially impact our effective tax rate for 2025. On November 27, 2024, Singapore enacted legislation to implement Pillar Two, which will apply to us starting in 2026. While we are still evaluating the impacts, we expect our effective tax rate for 2026 to be in the high-teens percentage range. We also continue to monitor for additional guidance and legislative changes to Pillar Two in the jurisdictions where we operate.

Various tax reforms are being considered in multiple jurisdictions that, if enacted, contain provisions that could materially impact our tax expense. We continue to monitor the potential impact of these various tax reform proposals to our overall global effective tax rate and financial statements.

Other: Further information related to our operating expenses and other can be found in “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Equity Compensation Plans”:


Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations and financing obtained from capital markets and financial institutions. Cash generated from operations is highly dependent on selling prices for our products, which can vary significantly from period to period. Cash and marketable investments totaled $8.74 billion as of November 28, 2024, and $9.15 billion as of August 29, 2024. Our cash and investments consist primarily of bank deposits, money market funds, and liquid investment-grade, fixed-income securities, which are diversified among industries and individual issuers. To mitigate credit risk, we invest through high-credit-quality financial institutions and by policy generally limit the concentration of credit exposure by restricting the amount of investments with any single obligor. As of November 28, 2024, $2.70 billion of our cash and marketable investments was held by our foreign subsidiaries.

We continuously evaluate alternatives for efficiently funding our capital expenditures and ongoing operations. We expect to engage in a variety of financing transactions, from time to time, for such purposes as well as to refinance our existing indebtedness, including the issuance of securities. As of November 28, 2024, $2.50 billion was available to draw under our Revolving Credit Facility. Funding of certain significant capital projects is also dependent on the receipt of government incentives, which are subject to conditions and may not be obtained.

To develop new product and process technology, support future growth, achieve operating efficiencies, and maintain product quality, we must continue to invest in manufacturing technologies, facilities and equipment, and R&D. We estimate capital expenditures in 2025 for property, plant, and equipment, net of proceeds from government incentives, to be approximately $14 billion plus or minus $500 million. Actual amounts for 2025 will vary depending on market conditions and may vary from quarter to quarter due to the timing of expenditures and proceeds from government incentives. As of November 28, 2024, we had purchase obligations of approximately $1.49 billion for the acquisition of property, plant, and equipment, of which approximately $1.46 billion is expected to be paid within one year. For a description of other contractual obligations, such as leases and debt, see “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Leases,” and “ – Debt.”

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To support projected memory demand in the second half of the decade, we will need to add new DRAM wafer capacity. Following the enactment of the CHIPS Act, we announced plans to invest in two leading-edge memory manufacturing fab facilities in the United States, based on CHIPS Act support through grants and investment tax credits. As part of this plan, in September 2022, we broke ground on a leading-edge memory manufacturing fab in Boise, Idaho. Construction of the fab began in October 2023, with meaningful DRAM output projected in 2027. In addition, in October 2022, we announced plans to build a second leading-edge DRAM manufacturing facility, consisting of up to four fabs to be built over the next 20-plus years, in Clay, New York. We expect construction site preparation to begin in calendar 2025, with production anticipated to ramp in the latter half of the decade. We expect these new fabs to be key to meeting our requirements for additional wafer capacity starting in the second half of the decade and beyond, in line with industry demand trends and our objective of maintaining stable bit share.

On December 9, 2024, we entered into direct funding agreements with the U.S. Department of Commerce for up to $6.1 billion in direct funding pursuant to the CHIPS Act for a planned fab in Boise, Idaho and two planned fabs in Clay, New York. On December 9, 2024, we also signed a non-binding preliminary memorandum of terms for up to $275 million in direct funding for our fab in Manassas, Virginia. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – CHIPS Act Funding Agreements.” We elected not to pursue the federal loans previously disclosed as included in the non-binding preliminary memorandum of terms for the Boise, Idaho and Clay, New York fabs.

In addition, we receive a 25% investment tax credit on qualified investments in U.S. semiconductor manufacturing under the CHIPS Act. We have also signed a non-binding term sheet with the State of New York that provides up to $5.5 billion in funding for the planned four-fab facility over the next 20-plus years through a combination of tax credits for qualified capital investments and incentives for eligible new job wages.

Additionally, we began enablement of cleanroom space within our existing manufacturing fab in Hiroshima, Japan, that will support production of advanced DRAM using EUV lithography. We also continue to advance our global back-end assembly and test network in order to support our product portfolio and extend our ability to deliver on global customer demand in the future. We have started construction to expand our existing assembly and test facility in Xi’an, China, to provide space to add more product capability, to allow us over time to serve more of the demand from our customers in China. Construction is also progressing for the assembly and test facility in Gujarat, India to address demand in the latter half of this decade.

Our Board of Directors has authorized the discretionary repurchase of up to $10 billion of our outstanding common stock through open-market purchases, block trades, privately-negotiated transactions, derivative transactions, and/or pursuant to Rule 10b5-1 trading plans. The repurchase authorization has no expiration date, does not obligate us to acquire any common stock, and is subject to market conditions, restrictions applicable under our CHIPS Act direct funding agreements, and our ongoing determination of the best use of available cash. Through November 28, 2024, we had repurchased an aggregate of $7.19 billion of the authorized amount. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Equity” and “Item 1. Financial Statements – Notes to Consolidated Financial Statements – CHIPS Act Funding Agreements.”

On December 18, 2024, our Board of Directors declared a quarterly dividend of $0.115 per share, payable in cash on January 15, 2025, to shareholders of record as of the close of business on December 30, 2024. The declaration and payment of any future cash dividends are at the discretion and subject to the approval of our Board of Directors. Our Board of Directors' decisions regarding the amount and payment of dividends will depend on many factors, including, but not limited to, our financial condition, results of operations, capital requirements, business conditions, debt service obligations, contractual restrictions, industry practice, legal requirements, regulatory constraints, and other factors that our Board of Directors may deem relevant.

We expect that our cash and investments, cash flows from operations, expected funding from government incentives, and available financing will be sufficient to meet our requirements at least through the next 12 months and thereafter for the foreseeable future.

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Cash Flows

Three months endedNovember 28,
2024
November 30,
2023
Net cash provided by operating activities$3,244 $1,401 
Net cash provided by (used for) investing activities(3,148)(1,558)
Net cash provided by (used for) financing activities(422)(352)
Effect of changes in currency exchange rates on cash, cash equivalents, and restricted cash(29)(1)
Net increase (decrease) in cash, cash equivalents, and restricted cash$(355)$(510)

Operating Activities: Cash provided by operating activities reflects net income (loss) adjusted for certain non-cash items, including depreciation expense, amortization of intangible assets, and stock-based compensation, and the effects of changes in operating assets and liabilities.

The increase in cash provided by operating activities for the first three months of 2025 as compared to the first three months of 2024 was primarily due to net income in the current year adjusted for non-cash items, partially offset by the effect of an increase in receivables, a decrease in accounts payable and accrued expenses, and a decrease in other current liabilities.

Investing Activities: For the first three months of 2025, net cash used for investing activities consisted primarily of $3.21 billion of expenditures for property, plant, and equipment; partially offset by $65 million received from government incentives to offset capital expenditures and $51 million of net inflows from maturities, sales, and purchases of available-for-sale securities.

For the first three months of 2024, net cash used for investing activities consisted primarily of $1.80 billion of expenditures for property, plant, and equipment; partially offset by $85 million received from government incentives to offset capital expenditures and $175 million of net inflows from maturities, sales, and purchases of available-for-sale securities.

Financing Activities: For the first three months of 2025, net cash used for financing activities consisted primarily of $131 million for payments of dividends to shareholders and $84 million of repayments of debt.

For the first three months of 2024, net cash used for financing activities consisted primarily of $129 million for payments of dividends to shareholders, $56 million of payments on equipment purchase contracts, and $53 million for repayments of debt.


Critical Accounting Estimates
For a discussion of our critical accounting estimates, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” of our Annual Report on Form 10-K for the year ended August 29, 2024. There have been no significant changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended August 29, 2024.



Recently Issued Accounting Standards

See “Part I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements – Recently Issued Accounting Standards.”


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For further discussion about market risk and sensitivity analysis related to changes in interest rates and currency exchange rates, see “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended August 29, 2024. There have been no material changes to our market risk during the three months ended November 28, 2024.


ITEM 4. CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that those disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer, to allow timely decisions regarding disclosure.

During the first quarter of 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see “Part I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements – Contingencies” and “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q.

SEC regulations require disclosure of certain proceedings related to environmental matters unless we reasonably believe that the related monetary sanctions, if any, will be less than a specified threshold. We use a threshold of $1 million for this purpose.


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ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this Form 10-Q, this section discusses important factors which could cause actual results or events to differ materially from those contained in any forward-looking statements made by us. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us. Any of these factors could have a material adverse effect on our business, results of operations, financial condition, or stock price. Our operations could also be affected by other factors that are presently unknown to us or not considered significant.

Risk Factor Summary

Risks Related to Our Business, Operations, and Industry
volatility in average selling prices of our products;
a range of factors that may adversely affect our gross margins;
our international operations, including geopolitical risks;
the highly competitive nature of our industry;
our ability to develop and produce new and competitive memory and storage technologies and products;
realizing expected returns from capacity expansions;
achieving or maintaining certain outcomes and the compliance requirements associated with incentives from various governments;
availability and quality of materials, supplies, electrical power, water, and capital equipment, or dependency on third-party service providers;
a downturn in regional or worldwide economies;
disruptions to our manufacturing process from operational issues, natural disasters, or other events;
dependency on certain customers, including international customers, and end markets;
products that fail to meet specifications, are defective, or are incompatible with end uses;
breaches of our security systems or products, systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions of our systems or those of our customers, suppliers, or business partners;
uncertainties and outcomes associated with the use and evolution of AI;
attracting, retaining, and motivating highly skilled employees;
responsible sourcing requirements and related regulations;
environmental, social, and governance expectations or standards;
acquisitions and/or alliances; and
restructure plans may not realize expected savings or other benefits.

Risks Related to Intellectual Property and Litigation
protecting our intellectual property and retaining key employees who are knowledgeable of and develop our intellectual property;
legal, regulatory and administrative investigations, inquiries, proceedings, and claims; and